Revenue Performance - Revenue increased 1% year-over-year to $88.8 million, exceeding guidance[1] - Revenue for the three months ended September 30, 2023, was $88.8 million, compared to $87.8 million for the same period in 2022, representing a year-over-year increase of 1.14%[17] Profitability Metrics - GAAP net loss increased by $4.7 million year-over-year to $30.6 million[1] - Net loss attributable to System1, Inc. was $23.6 million for the quarter, down from $131.5 million in the same quarter last year[13] - Adjusted EBITDA rose 27% year-over-year to $10.3 million[1] - Gross profit for the three months ended September 30, 2023, was $24.8 million, slightly up from $24.7 million in the prior year, indicating a growth of 0.4%[17] - Adjusted Gross Profit for the three months ended September 30, 2023, was $37.6 million, compared to $37.2 million in the same period last year, reflecting an increase of 1.07%[17] Operating Expenses - Total operating expenses for Q3 2024 were $110.6 million, compared to $108.7 million in Q3 2023[13] - Cost of revenue (excluding depreciation and amortization) for the three months ended September 30, 2023, was $51.2 million, up from $50.6 million in the previous year[17] - Depreciation and amortization related to cost of revenue for the three months ended September 30, 2023, was $12.8 million, compared to $12.5 million in the same period last year[17] Cash and Assets - Cash and cash equivalents decreased to $69.1 million from $135.3 million at the end of the previous year[14] - Total assets decreased to $479.3 million from $605.5 million at the end of the previous year[14] User Engagement and Product Development - CouponFollow.com saw over 100% year-over-year increase in organic sessions, with users of savings-focused browser extensions more than doubling[3] - Startpage launched its Private Browser app for Android, achieving over 200,000 downloads across Android and iOS[3] - MapQuest finalized a multi-year deal with HERE for backend mapping technology, improving user experience and offering cost savings[4]

Revenue and Financial Performance - Revenue for the three months ended September 30, 2024, was $88,832,000, representing a 1% increase from $87,818,000 in the same period of 2023[115] - Total revenue for the nine months ended September 30, 2024, was $268,330 million, a decrease of $37,521 million or 12% compared to $305,851 million in the same period of 2023[116] - Owned and Operated Advertising revenue for the three months ended September 30, 2024, was $70,798 million, an increase of $4,611 million or 7% year-over-year[122] - Partner Network revenue for the nine months ended September 30, 2024, was $51,106 million, a decrease of $5,233 million or 9% compared to $56,339 million in the same period of 2023[123] Operating Loss and Expenses - Operating expenses totaled $110,648,000 for the three months ended September 30, 2024, a 2% increase from $108,672,000 in the prior year[115] - The operating loss for the three months ended September 30, 2024, was $21,816,000, compared to an operating loss of $20,854,000 in the same period of 2023[115] - Operating loss for the nine months ended September 30, 2024, was $(76,698) million, an increase in loss of $9,788 million or 15% compared to $(66,910) million in the same period of 2023[116] - Salaries and benefits increased by $5.5 million for the three months ended September 30, 2024, primarily due to share-based liabilities[130] Net Loss - Net loss from continuing operations for the three months ended September 30, 2024, was $30,639,000, an 18% increase from $25,928,000 in the prior year[115] - The company reported a net loss attributable to System1, Inc. of $23,602,000 for the three months ended September 30, 2024, compared to a net loss of $131,490,000 in the same period of 2023, reflecting an 82% improvement[115] - Net loss attributable to System1, Inc. for the nine months ended September 30, 2024, was $(60,512) million, a decrease of $139,080 million or 70% compared to $(199,592) million in the same period of 2023[116] - The company experienced a net loss of $249.1 million for the nine months ended September 30, 2023, adjusted for noncash items[146] Interest Expense - Interest expense, net, decreased by 39% to $7,957,000 for the three months ended September 30, 2024, down from $13,053,000 in the prior year[115] - Interest expense, net decreased by $12,991 million or 35% for the nine months ended September 30, 2024, compared to the same period in 2023[116] Cash Flow and Liquidity - As of September 30, 2024, the company had unrestricted cash and cash equivalents of $69.1 million and $50.0 million available to borrow on its 2022 Revolving Facility[141] - For the nine months ended September 30, 2024, the company reported cash outflows of $69.9 million, primarily due to $56.8 million repayment of its Term Loan[141] - Cash used in operating activities for the nine months ended September 30, 2024 was $6.0 million, influenced by favorable changes in net income and working capital balances[145] - Cash used in investing activities for the nine months ended September 30, 2024 was $5.0 million, primarily for costs capitalized for internally developed software[147] - Cash used in financing activities for the nine months ended September 30, 2024 was $59.0 million, mainly related to the repayment of the 2022 Term Note[148] - The company is focused on improving liquidity by expanding advertising partners and optimizing advertising spend[140] Business Operations - The company ingested over 13 billion rows of data daily across approximately 40 advertising vertical categories during the three months ended September 30, 2024[99] - As of September 30, 2024, the company owned and operated approximately 40 websites, including leading search engines and digital media publishing sites[101] - The company completed the sale of its Protected business on November 30, 2023, with results presented as net loss from discontinued operations[106] - The company operates primarily in the United States, with additional operations in Canada and the Netherlands, facing various geopolitical and economic risks[104] Advertising Performance - Owned and Operated Advertising sessions increased by approximately 2.5 billion to 5.3 billion for the nine months ended September 30, 2024, compared to 2.8 billion in the prior year[124] - Network sessions increased approximately 3.9 billion to 5.9 billion for the nine months ended September 30, 2024, compared to 2.0 billion in the prior year[125] Future Commitments and Risks - The company remains contractually obligated to spend a remaining $8.0 million towards a service agreement commitment through June 2026[151] - Adverse macroeconomic conditions may impact advertising demand, affecting financial condition and operating results[140] - The company does not have any off-balance sheet arrangements that could materially affect its financial statements[150]

Financial Data and Key Metrics Changes - System1 reported Q2 2024 revenue of $95 million and gross profit of $39 million, with adjusted EBITDA at $9.9 million, which was 42% higher than the high end of guidance [5][21] - Total owned and operated revenue was $77 million, flat year-over-year but up 12% from the previous quarter, while adjusted gross profit was $27 million, up 22% quarter-over-quarter [5][21] - Partner Network revenue was $17 million, down 12% year-over-year but up 8% sequentially, with adjusted gross profit decreasing 9% year-over-year but increasing 24% sequentially [9][22] Business Line Data and Key Metrics Changes - Owned and operated products generated over 2 billion sessions, a 145% year-over-year increase and a 66% quarter-over-quarter increase, although revenue per session declined nearly 60% year-over-year [6][22] - Partner Network total sessions were 2 billion, up 203% year-over-year and 33% sequentially, but revenue per session declined 71% year-over-year [10][22] - Organic products, including CouponFollow and MapQuest, saw revenue up 17% year-over-year and gross profit up 18% year-over-year, with a sequential increase of 21% in revenue and 26% in gross profit [23][24] Market Data and Key Metrics Changes - International revenue represented approximately 36% of owned and operated revenue, up from 29% in the first quarter, indicating strong international growth [7][22] - The company noted significant growth in programmatic markets, particularly with partnerships in Asia, South America, and Europe [34][35] Company Strategy and Development Direction - System1 plans to invest in its RAMP platform focusing on AI integration, expanding buy-side capabilities for partners, and launching new products [11][12] - The company aims to enter under-indexed segments such as shopping and subscription products, with plans to partner with large advertising networks for shopping and explore subscription offerings [16][17] - The restructuring of corporate reporting will allow for better visibility into the performance of product businesses, which are less dependent on paid advertising [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the stability of the digital advertising market and noted that Q2 performance was in line with expectations [28][37] - The company does not anticipate significant contributions from new initiatives in 2024 but is optimistic about future growth from these efforts [30][31] - Management highlighted the importance of international growth and the positive trends observed in programmatic markets [34][35] Other Important Information - Operating expenses were reduced by 16% year-over-year, contributing to improved adjusted EBITDA of $9.9 million [21][25] - The company ended the quarter with $75.7 million in unrestricted cash and a net leverage of approximately 7.5 times [25] Q&A Session Summary Question: Concerns about marketplace conditions and future contributions from new initiatives - Management indicated no concerns regarding marketplace conditions and confirmed that Q2 performance aligned with expectations [28][29] Question: Impact of Google's decision on third-party cookies on CPMs - Management does not anticipate significant changes in CPMs due to Google's decision, noting that the industry may experience relief but their business outlook remains unchanged [32][33] Question: Success in international markets and future growth contributions - Management expressed optimism about international growth, particularly in programmatic markets, and expects continued contributions to overall revenue [34][35]

Revenue Performance - Revenue for the three months ended June 30, 2024, was $94,581,000, a decrease of 2% compared to $96,914,000 in the same period of 2023[106]. - Total revenue for the six months ended June 30, 2024, was $179,498 million, a decrease of 18% compared to $218,032 million in the same period of 2023[112]. - Owned and Operated Advertising revenue for the six months ended June 30, 2024, was $146,426 million, down 20% from $183,325 million in the prior year[113]. - Partner Network revenue decreased by 12% for the three months ended June 30, 2024, totaling $17,185 million compared to $19,614 million in the same period of 2023[112]. Operating Loss and Expenses - Operating loss for the three months ended June 30, 2024, was $(29,086,000), representing 31% of total revenue, compared to $(21,825,000) or 23% of total revenue in 2023[106]. - Total operating expenses for the three months ended June 30, 2024, were $123,667,000, an increase of 4% from $118,739,000 in the same period of 2023[106]. - Operating loss for the six months ended June 30, 2024, was $(54,882) million, an increase in loss of 19% from $(46,054) million in the prior year[112]. - Salaries and benefits expenses increased by 25% to $33,937,000 in Q2 2024, up from $27,054,000 in Q2 2023[106]. - Salaries and benefits increased by $3,219 million for the six months ended June 30, 2024, primarily due to share-based liabilities[119]. Net Loss - Net loss from continuing operations for the three months ended June 30, 2024, was $(34,845,000), compared to $(29,507,000) in the same period of 2023, an increase of 18%[106]. - Net loss attributable to System1, Inc. for the six months ended June 30, 2024, was $(36,910) million, a decrease of 46% compared to $(68,103) million in the same period of 2023[112]. - The company experienced a net loss of $85.9 million for the six months ended June 30, 2023, despite cash provided by operating activities of $1.4 million[131]. Cash Flow and Liquidity - As of June 30, 2024, the company had unrestricted cash and cash equivalents of $75.7 million and $50.0 million available to borrow on its 2022 Revolving Facility[127]. - For the six months ended June 30, 2024, the company reported cash outflows of $63.2 million, primarily driven by a net loss of $48.6 million and a $51.8 million repayment of its Term Loan[127]. - Cash used in operating activities for the six months ended June 30, 2024, was $6.0 million, influenced by changes in net income and working capital balances[130]. - Cash used in investing activities for the six months ended June 30, 2024, was $3.2 million, mainly for costs capitalized for internally developed software[132]. - Cash used in financing activities for the six months ended June 30, 2024, was $53.9 million, primarily related to the repayment of the 2022 Term Note[133]. Business Operations - As of June 30, 2024, the company processes approximately 175 million daily advertising campaign optimizations and ingests over 13 billion rows of data daily across approximately 41 advertising vertical categories[92]. - The company operates approximately 40 owned and operated websites, including leading search engines and digital media publishing sites[94]. - The company is contractually obligated to spend a remaining $10.0 million under a multi-year service agreement through June 2026[136]. Market Conditions and Risks - The company is subject to various risks in international operations, including changes in tax laws and regulatory frameworks[97]. - The company's revenue is significantly dependent on two key advertising partners, Google and Microsoft[127]. - Adverse macroeconomic conditions have impacted advertising demand, potentially affecting future financial performance[126]. - The company is focused on reducing cash operating expenses and optimizing advertising spend to improve liquidity[126]. Interest Expense - Interest expense, net, decreased by 36% to $7,871,000 in Q2 2024, down from $12,334,000 in Q2 2023[106]. - Interest expense, net decreased by 33% for the six months ended June 30, 2024, totaling $15,841 million compared to $23,736 million in the prior year[122].

Revenue and Profitability - Revenue for Q2 2024 increased by $9.7 million over the prior quarter to $94.6 million[1] - Gross profit rose 40% over the prior quarter to $26.1 million[1] - Adjusted EBITDA increased by $9.5 million over the prior quarter to $9.9 million[1] - Adjusted Gross Profit for Q2 2024 was $38.8 million, reflecting a 24% increase over the prior quarter[1] - Revenue for Q2 2024 was $94.6 million, down from $96.9 million in Q2 2023, representing a decrease of about 2.4%[18] - Gross profit for Q2 2024 was $26.1 million, compared to $27.8 million in Q2 2023, reflecting a decrease of approximately 6.1%[18] - Adjusted EBITDA for Q2 2024 was $9.9 million, an increase from $6.1 million in Q2 2023[17] Losses and Financial Position - GAAP net loss increased by 152% over the prior quarter to $34.8 million[1] - Net loss from continuing operations for Q2 2024 was $34.8 million, compared to a net loss of $29.5 million in Q2 2023[17] - Accumulated deficit increased to $(744,572,000) from $(707,662,000) over the period[16] - Total current assets decreased to $148,624,000 from $202,003,000, a decline of approximately 26.4%[16] - Total liabilities decreased to $382,057,000 from $436,155,000, a reduction of about 12.4%[16] - Cash and cash equivalents decreased to $75,651,000 from $135,343,000, a decline of approximately 44.6%[16] - Long-term debt decreased to $263,338,000 from $334,232,000, a reduction of about 21.2%[16] - Total stockholders' equity attributable to System1, Inc. decreased to $109,412,000 from $135,278,000, a decline of approximately 19.1%[16] User Engagement and Product Development - CouponFollow.com saw a 36% year-over-year increase in organic visitors, with over 15 million monthly active users[3] - Startpage's Private Browser app launched with over 50,000 downloads and received over 2,000 five-star ratings[3] - MapQuest experienced 10% year-over-year growth in organic visits due to investments in new content and improved data quality[3] Future Outlook - The company expects Q3 2024 revenue guidance between $86 million and $88 million[4] - The company renewed a primary monetization relationship with Google[3]

Financial Data and Key Metrics Changes - System1 reported revenue of $85 million and gross profit of $31 million for Q1 2024, with adjusted EBITDA at $423,000, reflecting a 30% year-over-year decline in revenue and a 12% sequential decline [2][58] - Owned and operated revenue was $69 million, down 35% year-over-year and down 13% from the previous quarter [2][58] - Adjusted EBITDA was $422,000 compared to $5.2 million in the same quarter last year, exceeding the high end of the guidance range by $1.4 million [22][58] Business Line Data and Key Metrics Changes - Partner network revenue was $16 million, with a gross profit of $11 million, representing a 5% year-over-year increase but a 5% sequential decline due to seasonality [11] - Total sessions processed by RAMP increased to 2.26 million, up 22% sequentially and 53% year-over-year [43] - Average revenue per partner decreased by 9% sequentially due to Q1 seasonality, with total active partners growing by 5% to over 250 [35] Market Data and Key Metrics Changes - International revenue represented approximately 29% of owned and operated revenue, up from 25% in Q4 2023 [31] - The advertising marketplace showed initial weakness in January but improved as the quarter progressed, with March exceeding expectations [9][19] - Partner network revenue per session declined 55% year-over-year and 28% quarter-over-quarter due to marketplace headwinds [34] Company Strategy and Development Direction - The company is focusing on investing in its RAMP platform, expanding its subscription business, and exploring M&A opportunities as the digital market stabilizes [16][17] - System1 aims to enhance its buy-side capabilities and open up its platform to partners primarily using it for sell-side monetization [16][95] - The management expressed confidence in returning to growth mode, driven by improved execution and product enhancements [18][93] Management's Comments on Operating Environment and Future Outlook - Management remains cautiously optimistic about the digital advertising market stabilizing in 2024, despite ongoing uncertainties [24][41] - The delay in cookie deprecation by Google is viewed as a potential tailwind for the company, as it may enhance the effectiveness of contextual advertising [26] - The company expects Q2 revenue to be between $88 million and $90 million, representing an 8% year-over-year decline at the midpoint [45] Other Important Information - The company ended the quarter with $69.9 million in unrestricted cash and a term loan balance of $296 million, with a net leverage of approximately 9.19 times [22] - Management emphasized the importance of aligning with long-term shareholders and maintaining a focus on maximizing equity value [40][60] Q&A Session Summary Question: How does the company view the impact of cookie deprecation? - Management believes cookie deprecation will be a tailwind, enhancing contextual advertising effectiveness, and expressed disappointment over the delay to 2025 [26] Question: What opportunities does the company see in international markets? - Management noted that international revenue is under-indexed, particularly in the EU, and sees significant growth potential in these regions [49] Question: How is the company navigating the current consumer spending environment? - Management indicated stability in consumer spending and does not see a significant decline, with a focus on adapting to changing consumer demands [82] Question: What is the company's outlook regarding the upcoming presidential election and its impact on advertising? - Management does not anticipate significant changes in their marketplaces due to the election, focusing instead on stability and growth in the second half of 2024 [83][84]

Revenue Performance - Revenue for the three months ended March 31, 2024, was $84,917, a decrease of 30% compared to $121,118 in the same period of 2023[120] - Owned and Operated Advertising revenue decreased by 35% to $69,030 for the three months ended March 31, 2024, from $106,025 in the prior year[124] - Partner Network revenue increased by 7% to $10,919,000 for the three months ended March 31, 2024, compared to $10,217,000 in the prior year[130] - Total adjusted gross profit decreased by 17% to $33,381,000 for the three months ended March 31, 2024, down from $40,056,000 in the prior year[130] Operating Expenses - Operating expenses totaled $110,713 for the three months ended March 31, 2024, down 24% from $145,347 in the prior year[120] - The cost of revenue (excluding depreciation and amortization) was $53,698 for the three months ended March 31, 2024, a decrease of 35% from $82,953 in the same period of 2023[120] - Salaries and benefits decreased by $1.9 million in stock-based compensation and $1.8 million in salary expense due to lower headcount for the three months ended March 31, 2024[131] - Selling, general, and administrative expenses decreased by $1.7 million for the three months ended March 31, 2024, primarily due to reduced advisory and consulting fees[132] Net Loss and Financial Changes - The net loss from continuing operations for the three months ended March 31, 2024, was $13,791, a reduction of 55% compared to $30,393 in the same period of 2023[120] - Interest expense, net, decreased by 30% to $7,970 for the three months ended March 31, 2024, from $11,402 in the prior year[120] - The gain from debt extinguishment was $19,676 for the three months ended March 31, 2024, compared to no gain in the same period of 2023[120] - The change in fair value of warrant liabilities improved by 82%, decreasing to $251 from $1,409 in the prior year[120] - Total other income expense, net, was $(11,957) for the three months ended March 31, 2024, compared to $9,993 in the same period of 2023, reflecting a significant change of 220%[120] Cash Flow and Financing - Cash outflows from operations were $16,000,000 for the three months ended March 31, 2024, compared to $5,801,000 in the prior year[152] - The company had unrestricted cash and cash equivalents of $69.9 million as of March 31, 2024[143] - The principal amount outstanding on the Term Loan was $296.3 million as of March 31, 2024, following a repurchase of $63.7 million in principal amount[145][148] - Cash used in financing activities was $48,158,000 for the three months ended March 31, 2024, primarily due to repayment of the 2022 Term Note[157] - The company expects existing cash and cash equivalents and cash flows from operations to be sufficient to fund operating activities for at least the next 12 months[141] Strategic Focus - The company is focused on expanding the number of advertising partners and optimizing bids to drive higher returns on advertising spend[142] - The number of Owned & Operated Advertising sessions increased by 183 million to 1,209 million from 1,026 million compared to the prior year[125]

Exhibit 99.1 System1 Announces First Quarter 2024 Financial Results All Key Financial Results Above the High-End of Guidance Range LOS ANGELES, CA – May 9, 2024 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, announced its financial results for the first quarter of 2024. "We are pleased to report a strong start to the year, with our headline Q1 results exceeding the top end of our guidance ranges for Revenue, Adjusted Gross Profit and Adjuste ...

System1, Inc. (NYSE:SST) Q4 2023 Results Conference Call March 18, 2024 8:00 AM ET Company Participants Kyle Ostgaard - Vice President, Finance Michael Blend - Co-Founder and Chief Executive Officer Tridivesh Kidambi - Chief Financial Officer Conference Call Participants Dan Kurnos - The Benchmark Company Thomas Forte - Maxim Group Operator Good morning. My name is Christa, and I'll be your conference operator today. At this time, I would like to welcome everyone to the System1 Fourth Quarter and Full Year ...

Exhibit 99.1 System1 Announces Fourth Quarter and Full Year 2023 Financial Results All Key Financial Results Above the High-End of Guidance Range Fourth Quarter Financial Highlights: Fiscal Year 2023 Results: LOS ANGELES, CA – March 18, 2024 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, announced its financial results for the fourth quarter and full year 2023. Unless otherwise noted, all financial results are reflect the divestiture of Tota ...